exv10w5



 









Exhibit 10.5                    




SERVICES AGREEMENT




	 	 	 
	Client: ZixCorp

	 	Center: Gold River
	 
	 	 
	Address:
2711 N. Haskell Ave. Suite 2300, LB 36

	 	Address: 2377 Gold Meadow Way, Suite 100
	 
	 	 
	City, State and Zip: Dallas, TX 75204-2960

	 	City, State and Zip: Gold River, CA 95670
	 
	 	 
	Email Address: Michael.snipes@earthlink.net
	 	 







	 	 	 	 	 	 	 
	Phone: 530-672-7426

	 	SSN or Tax IDS:
	 	Phone: 916-631-1500
	 	Angela Presidio, Sales Manager
	 
	 	 	 	 	 	 
	Fax:

	 	Contact Name: Michael Snipes
	 	Fax: 916-631 -1515
	 	Contact Name







Billing Address (if different from above):




Type of Business or Service: Computer Software




Persons authorized to
charge to account: Michael Snipes




	 	 	 
	Referring Broker: n/a

	 	          Real Estate Company Name: n/a
	 
	 	 
	Program: Full Office

	 	Number of Offices: 1







Office Numbers: 11




	 	 	 	 	 	 	 	 	 
	Fixed Monthly Fees:

	 	 	682.00	 	 	Base Rent	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	250.00	 	 	Communication Package	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	105.00	 	 	1500 LD Minutes
	 	Total: 1,037.00







	 	 	 
	Refundable Retainer: 1,364.00

	 	Fixed Fee & Service Payment Date: 1st of the Month







Agreement Term: 12 Months




	 	 	 
	Start Date: 05/10/04

	 	End Date: 05/31/05







Client acknowledges taking early occupancy of said Office Numbers on:




Occupancy Date: 05/10/04



This Agreement will automatically renew for the same period of time as listed
in the Agreement Term (each, a “Renewal Term”) set forth above. On each
Renewal Term, the fixed monthly fees and other fees applicable to this
Agreement will automatically increase by 5 percent.





	•	 	If this Agreement is for less than Three (3) offices, written
notice must be provided at least sixty (60) days prior to the Agreement
End Date to cancel the renewal.
	 
	•	 	If this Agreement is for Three (3) or more offices written
notice must be provided at least ninety (90) days prior to the
Agreement End Date to cancel the renewal.




I have read and understand the Agreement, including the terms and conditions on
the reverse side and 1 agree to be bound by the Agreement terms and
conditions.
















 








TERMS AND CONDITIONS





	1.	 	OFFICE ACCESS. As a client you have a license to use the office(s) assigned to
you. You also have shared used of common areas in the center. Your office comes
with standard office furniture. You have access to your office(s) twenty-four
(24) hours a day, seven (7) days a week. Our building provides office
cleaning, maintenance services, electric heating and air conditioning
to the
center during normal business hours as determined by the landlord for the
building. We reserve the right to relocate you to another office in the center
from time to time. If we exercise this right it will only be to an office of
equal or larger size and configuration. This relocation is at our expense. We
reserve the right to show the office(s) to prospective clients and will use
reasonable efforts not to disrupt your business.






	2.	 	SERVICES. In addition to your office, we provide you with certain services on
an as requested basis. The fee schedule for these services is available upon
request. The fees are charged to your account and are payable on the service
fee payment date listed on the reverse side of this agreement. You agree to pay
all charges authorized by you or your employees. The fee schedule is updated
from time to time. HQ Global Workplaces (HQ) and vendors designated by HQ are
the only service providers authorized to provide services in the center. You
agree that neither you nor your employees will solicit other clients of the
center to provide any service provided by HQ or its designated vendors, or
otherwise. In the event you default on your obligations under this agreement,
you agree that HQ may cease to provide any and all services including
telephone services without resort to legal process.
	 
	3.	 	PAYMENTS. You agree to pay the fixed and additional service fees and all
applicable sales or use taxes on the payment dates listed on the reverse side
of this agreement. If you dispute any portion of the charges an your bill, you
agree to pay the undisputed portion on the designated payment date. You agree
that charges must be disputed within ninety (90) days or you waive your right
to dispute such charges. You may be charged a late fee for any late payments.






          When
you sign this agreement you are required to pay your fixed fee, set
up fees and a refundable retainer. The refundable retainer will not be kept in
a separate account from other funds of HQ and no interest will be paid to you
on this amount. The refundable retainer may be applied to outstanding charges
at any time at our discretion. We have the right to require that you replace
retainer funds that we apply to your charges. At the end of the term of this
agreement, if you have satisfied all of your payment obligations, we will
refund you this retainer within forty-five (45) days.




	4.	 	OUR LIMITATION OF LIABILITY. You acknowledge that due to the imperfect nature
of verbal, written and electronic communications, neither HQ nor HQ’s landlord
or any of their respective officers, directors, employees, shareholders,
partners, agents or representatives shall be responsible for damages, direct
or consequential, that may result from the failure of HQ to furnish any
service. Including but not limited to the service of conveying messages,
communications and other utility or services. Your sole remedy and HQ’s sole
obligation for any failure to render any service, any error or omission, or
any delay or interruption of any service, is limited to an adjustment to your
bill in an amount equal to the charge for such service for the period during
which the failure, delay or interruption continues.






          WITH THE SOLE EXCEPTION OF THE REMEDY DESCRIBED ABOVE, CLIENT EXPRESSLY
AND SPECIFICALLY AGREES TO WAIVE, AND AGREES NOT TO MAKE, ANY CLAIM FOR
DAMAGES, DIRECT OR CONSEQUENTIAL, INCLUDING WITH RESPECT TO LOST BUSINESS OR
PROFITS, ARISING OUT OF ANY FAILURE TO FURNISH ANY SERVICE, ANY ERROR OR
OMISSION WITH RESPECT THERETO, OR ANY DELAY OR INTERRUPTION OF SERVICES. HQ
DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.




	5.	 	LICENSE AGREEMENT. THIS AGREEMENT IS NOT A LEASE OR ANY OTHER INTEREST IN REAL
PROPERTY. IT IS A CONTRACTUAL ARRANGEMENT THAT CREATES A REVOCABLE LICENSE. We
retain legal possession and control of the center and the office assigned to
you. Our obligation to provide you space and services is subject to
the terms
of our lease with the building. This agreement terminates simultaneously with
the termination of our lease or the termination of the operation of
our center
for any reason. As our client you do not have any rights under our lease with
our landlord. When this agreement is terminated because the term has expired or
otherwise, your license to occupy the center is revoked. You agree to remove
your personal property and leave the office as of the date of termination. We
are not responsible for property left in the office after termination.






	6.	 	DAMAGES AND INSURANCE. You are responsible for any damage you
cause to the
center or your office(s) beyond normal wear and tear. We have the right to
inspect the condition of the office from time to time and make any necessary
repairs.






          You are responsible for insuring your personal property against all risks.
You have the risk of loss with respect to any of your personal property. You
agree to waive any right of recovery against HQ, its directors, officers and
employees for any damage or loss to your property under your control. All
property in your office(s) is understood to be under your control.




	7.	 	DEFAULT. You are in default under this agreement if; 1) you
fail to abide by the rules
and regulations of the center, a copy of which has been provided to you; 2) you
do not pay your fees on the designated payment date and after written notice of
this failure to pay you do not pay within five (5) days; or 3) you do not
comply with the terms of this agreement. If the default is unrelated to payment
you will be given written notice of the default and you will have ten (10) days
to correct the default.






	8.	 	TERMINATION. You have the right to terminate this agreement
early; 1) if
your mail or telecommunications service or access to the office(s) is
out for
a period of ten (10) concurrent business days; or 2) in connection with a
transfer to another center in the HQ network.






          HQ
has the right to terminate this agreement early; 1) if you fail to
correct a default or the default cannot be corrected; 2) without opportunity
to cure if you repeatedly default under the agreement; or 3) if you use the
center for any illegal operations or purposes.




	9.	 	RESTRICTION ON HIRING. Our employees are an essential part of our
ability to deliver our services. You acknowledge this and agree that, during
the term of your agreement and for six (6) months afterward, you will not
hire any of our employees. If you do hire one of our employees, you agree that
actual damages would be difficult to determine and therefore you agree to
pay liquidated damages in the amount of one-half of the annual base salary
of the employee you hire. You agree that this liquidated damage amount is
fair and reasonable.






	10.	 	BUSINESS CONTINUATION. Based on Client’s selection below, upon
expiration, cancellation or termination of this Services Agreement, for any
reason other than default, HQ will: (CHECK ONE ONLY)






          x
For a period of 3 months (2 month minimum), forward Client’s mail on a
once weekly basis to one single designated domestic address. Client’s
assigned telephone number will remain active and calls will automatically
direct to voicemail. Client will have unlimited access to voicemail during
the Business Continuation term. Client must pay a monthly Business
Continuation fee of $50 per month, plus the cost of all postage associated
with the re-mailing service.




          o  Refuse, discard or destroy any mail or packages addressed to Client
and delivered to Facility. Client’s assigned telephone number will be
de-activated and all inbound calls to that number will receive an
announcement that the number is no longer in service. Client hereby releases
and forever discharges the HQ Parties for any claim, damage or liability
based on failure to deliver any mail, package or voice messages after the
termination of this Services Agreement.




          Payment for Business Continuation is due in upon expiration, cancellation
or termination of this Services Agreement and payable in full, in advance for
the selected number of months. Charges for postage associated with mail
forwarding are due upon invoicing. Payment must be made by execution of Credit
Card Authorization.




	11.	 	MISCELLANEOUS.






	A.	 	All notices are to be in writing and may be given by registered or
certified mail, postage prepaid, overnight mail service or hand delivered
with proof of delivery, addressed to HQ or client at the address listed on
the reverse side of this agreement.
	 
	B.	 	You acknowledge that HQ will comply with the U.S. Postal Service
regulations regarding client mail. Upon termination of this agreement,
you must notify all parties with whom you do business of your change of
address. You agree not to file a change of address form with the postal
service.
	 
	C.	 	In the event a dispute arises under this agreement you agree to
submit
the dispute to mediation. If mediation does not resolve the dispute, you
agree that the matter will be submitted to arbitration pursuant to the
procedure established by the American Arbitration Association in the
metropolitan area in which the center is located. The decision of the
arbitrator will be binding on the parties. The non-prevailing party as
determined by the arbitrator shall pay the prevailing parties attorney’s
fees and costs of the arbitration. Furthermore, if a court decision
prevents or HQ elects not to submit this matter to arbitration, then the
non-prevailing party as determined by the court shall pay the prevailing
parties reasonable attorney’s fees and costs. Nothing in this paragraph
will prohibit HQ from seeking equitable relief including without
limitation
any action for removal of the client from the center after the license has
been terminated or revoked.
	 
	D.	 	This agreement is governed by the laws of the state in which
the
center is located.
	 
	E.	 	This agreement is the entire agreement between you and HQ. It
supercedes all prior agreements. 
	 
	F.	 	Client may not assign this
agreement without HQ’s prior written consent, which will not be unreasonably withheld.






	 	 
	
BY CLIENT : /s/ Brad Almond
	


	Authorized Signature

	 
	Brad Almond CFO


	5/7/04

	
Print Name and Title        	Date






BY HQ GLOBAL WORKPLACES, INC.







	 	 
	
/s/ Angela Presidio
	


	Authorized Signature

	 
	Angela Presidio, Sales
Manager

	5/24/04

	
Print Name and Title        	Date







HQ Global Workplace Services
Agreement January 6, 2004